Master Service Agreement & API Terms

1. Parties and structure

The agreement is between SkyLux-Global Inc. (Delaware corporation (C-Corp), United States) ("SkyLux-Global") and the partner named in the order form ("Partner"). It consists of the order form, this MSA, the Refunds, Penalties & Fraud terms, the Data Processing Agreement and the Intellectual Property, AI & Data terms. If they conflict, the order form prevails, then this MSA.

2. Access and API keys

• Access is granted through API credentials issued per environment (sandbox and production). Credentials are confidential and Partner is responsible for all activity carried out with them.
• Partner may use the services only for its own customers and for the purposes set out in the order form. Resale of API access to third parties requires written consent.
• SkyLux-Global may suspend credentials immediately in case of security risk, suspected fraud, abuse of the services or unpaid invoices.

3. Service Level Agreement (SLA)

Availability measures the SkyLux-Global API layer. Outages of upstream suppliers (GDS, NDC airline systems, hotel or payment networks) are excluded, because they are outside SkyLux-Global's control.

4. Rate limits and look-to-book ratio

• Each API key has request limits per second and per day, set out in the order form. Requests above the limit are throttled (HTTP 429).
• Partner must keep a look-to-book ratio no higher than [X] searches per confirmed booking over each calendar month.
• If the ratio is exceeded, SkyLux-Global may charge the excess searches at [price per 1,000 searches], lower Partner's limits, or require caching of results.
• Automated re-querying of the same itinerary without user action, and scraping of fares for purposes other than selling to Partner's customers, are prohibited.

5. Partner obligations

• Show end customers, before purchase, the total price, the supplier's fare rules and conditions, and any Partner fees.
• Transmit complete and accurate passenger data exactly as on the travel document.
• Have its own terms with end customers and remain responsible to them for the services it sells.
• Comply with applicable law, including consumer protection, package travel and data protection rules.

6. Fees, billing and credit

• Fees, markups and commissions are set out in the order form.
• Billing cycle: [15 or 30] days. Invoices are payable within [X] days of issue in [currency]. Late payments accrue interest at [rate] and may lead to suspension.
• Ticket issuance through SkyLux-Global's IATA/ARC accreditation requires Partner to post a security deposit or escrow of [amount], or a bank guarantee, which sets Partner's credit limit.
• When outstanding amounts reach the credit limit, new bookings are paused until payment or a top-up is received.
• Clearing: supplier costs, fees and refunds are netted in each billing cycle and shown in a statement available through the partner dashboard.

7. Limitation of liability

• SkyLux-Global is not liable for interruptions, errors or delays caused by upstream suppliers (e.g. a GDS, an airline system, a payment network) or by Partner's systems.
• Neither party is liable for indirect or consequential damages, loss of profit, revenue, business or goodwill.
• SkyLux-Global's total liability under the agreement is capped at the fees paid by Partner in the 12 months before the event giving rise to the claim.
• The limits do not apply to fraud, wilful misconduct, or Partner's payment and indemnity obligations.

8. Indemnities

Partner indemnifies SkyLux-Global against claims from Partner's customers or third parties arising from Partner's sales, data it transmits, its breach of the agreement or of applicable law.

9. Term, suspension and termination

The agreement lasts for the term in the order form and renews automatically unless either party gives [90] days' notice. Either party may terminate for material breach not remedied within 30 days. On termination, confirmed bookings are serviced until travel completion and outstanding amounts become payable immediately.

10. Confidentiality, governing law and jurisdiction

Each party keeps the other's confidential information secret during the agreement and for 5 years afterwards. The agreement is governed by the laws of the State of Delaware, and the state and federal courts located in Delaware have exclusive jurisdiction.